EX-10.a


                      COAL TRANSLOADING AGREEMENT
                            By and Between
                       INTERSTATE POWER COMPANY
                                  and
                  ORBA-JOHNSON TRANSSHIPMENT COMPANY

                           December 20, 1995
                        Effective May 31, 1996




                      COAL TRANSLOADING AGREEMENT

                           Table of Contents


ARTICLE

I.     DUTIES OF OJT: SCOPE

          1.1  Compliance
          1.2  Operating Capabilities
          l.3  Limitations
          1.4  Weights

II.    DUTIES OF INTERSTATE

          2.1  General Duties
          2.2  Shipping Estimate
          2.3  Minimum Tonnage
          2.4  Responsibility for Interstate Coal
          2.5  Consistent Delivery and Pickup
          2.6  Equipment

III.   COMPENSATION: PAYMENT TERMS

          3.1  Schedule of Payments
          3.2  Harbor and Fleeting Service
          3.3  Excess Storage
          3.4  Reconciliation and Verification
          3.5  Third Party Contracts
          3.6  Escalation
          3.7  Barge and Train Weights
          3.8  Train Storage
          3.9  Winter Storage
          3.10 Other Storage
          3.11 Shipping Season
          3.12 Remaining Coal

IV.    INDEMNITIES

          4.1  Indemnification by OJT
          4.2  Indemnification by Interstate
          4.3  Application of Available Insurance; Waiver of
                    Subrogation

V.     TERM & TERMINATION

          5.1  Term
          5.2  Extended Term
          5.3  Termination

VI.    DEFAULTS

          6.1  Events of Default
          6.2  Remedies

VII.   INSURANCE

          7.1  OJT Coverages

VIII.  FORCE MAJEURE

IX.    RESOLUTION OF DISPUTES: ARBITRATION

X.     REPRESENTATIONS AND WARRANTIES

          10.1 Interstate Representation
          10.2 OJT Representation

XI.    MISCELLANEOUS

          11.1 Delays
          11.2 Notices
          11.3 Entire Subject Matter
          11.4 Governing Law
          11.5 Binding Nature
          11.6 Assignment
          11.7 Representatives of Parties
          11.8 Article and Section Headings

FORMULA

EXAMPLE 1

EXAMPLE 2


                     COAL TRANSSHIPMENT AGREEMENT

       THIS COAL TRANSSHIPMENT AGREEMENT, made on this 20 day of
December, 1995, and effective as of May 31, 1996, (this "Agreement") by
and between 

       INTERSTATE POWER COMPANY, a Delaware corporation, having its
principal office at 1000 Main Street, Dubuque, Iowa 52004
("Interstate"); and 

       ORBA-JOHNSON TRANSSHIPMENT COMPANY, an Iowa joint venture having
addresses c/o ORBA CORPORATION, P. O. Box 369, Alvin, Texas 77512-0369,
and c/o JOHNSON BROS. CORPORATION, P. O. Box 1002, Litchfield,
Minnesota 55355 ("OJT").  


                         W I T N E S S E T H:

       WHEREAS, Interstate wishes to enter into an agreement with ORBA-
JOHNSON TRANSSHIPMENT CO. "OJT") for the transloading of Interstate
coal thru the OJT terminal on the right descending bank of the
Mississippi River at River Mile 371, north of Keokuk, Iowa, (the
"Facility"); and

       WHEREAS, OJT is a joint venture formed pursuant to a Partnership
Agreement, dated as of October 3, 1979, between ORBA TRANSSHIPMENT
CORPORATION OF IOWA, an Iowa corporation, which is a wholly-owned
subsidiary of ORBA CORPORATION ("ORBA"), and JOHNSON BROS.
TRANSSHIPMENT CORPORATION OF IOWA, an Iowa corporation, which is a
wholly-owned subsidiary of JOHNSON BROS. CORPORATION ("JBC"); and

       WHEREAS, Interstate wishes to designate and to engage OJT for
the receiving, storage and transshipment of coal, ("Interstate Coal"),
and OJT is willing to so engage itself and the Facility, all on the
terms hereinafter set forth; and

       NOW THEREFORE, in consideration of the premises, and of the
mutual covenants and agreements of the parties set forth herein, the
parties hereto agree as follows:


ARTICLE I

                         DUTIES OF OJT: SCOPE

1.1    Compliance
       OJT will comply in all material respects with applicable laws,
       ordinances, rules and regulations of any court or other
       governmental authority having jurisdiction.

1.2    Operating Capabilities
       During the term of this Agreement, OJT will:
       a.   Provide sufficient personnel and equipment to properly man
            and operate the Facility in accordance herewith;
       b.   Unload railcars, store the coal and load barges in
            accordance with sound and customary practice in the
            industry.
       c.   Operate the Facility on a 24 hour demand schedule; i.e.,
            unload trains upon arrival and load barges on a schedule to
            minimize barge delays.
       d.   Operate the Facility so that each unit train is unloaded
            during the allowable 4.5 hours of free time, unless
            exempted by force majeure conditions.

1.3    Limitations
       Notwithstanding any other provisions hereof, OJT shall have no
       liability or obligation to Interstate, and OJT shall not be
       deemed in default hereunder, with respect to any of the
       following matters:
       a.   Any operating or other problems, delays, costs or expenses
            incurred by Interstate due to Force Majeure conditions, or
            due to the tender of coal by Interstate or any other party
            in excess of the Shipping Estimate or the reasonable
            receiving, storage or loading capacities of the Facility;
       b.   Any loss, cost, expense or damage arising out of or
            attributable to operational requests or directives of
            Interstate or of any railroad or barge line serving the
            Facility other than as contemplated hereby;
       c.   Any loss, cost, expense or damage to the Facility or any
            property of Interstate except (i) to the extent otherwise
            provided by the insurance described in Article VII hereof,
            and (ii) those matters as to which OJT has indemnified
            Interstate pursuant to Section 4.1 hereof; 
       d.   Any incidental, special or consequential damages of any
            nature whatsoever incurred by Interstate or any other
            person or entity;
       e.   Demurrage, delay charges, or any consequential costs
            associated with transportation delays.
       f.   Inventory losses or gains due to wind, erosion, water or
            for any other reasons.

1.4    Weights
       OJT plans on using the existing scale system for weights for
       loaded barges. In the event of a breakdown, OJT will use its
       best efforts to fix the scales as soon as possible and, in the
       meantime, will use calculated weights based on each barge
       characteristics.


ARTICLE II

                         DUTIES OF INTERSTATE

2.1    General Duties
       During the Term of this Agreement, Interstate will cooperate
       with OJT in the performance of its duties under this Agreement,
       and in any event shall:
       (a)  Provide OJT with reasonably current reports of the
            scheduled arrival of trains and barges used for Interstate
            Coal;
       (b)  Make the payments in the manner required by Article III
            hereof;
       (c)  Obtain all required approvals or authorizations, if any, of
            any governmental authority for the execution, delivery and
            performance of this Agreement.
       (d)  Cause certification of each train weight.

2.2    Shipping Estimate
       On or before March 1, 1996, and November 1st of each year during
       the Term, Interstate shall submit to OJT its written estimate of
       the anticipated number of tons of Interstate Coal to be
       delivered to and loaded out from the Facility, but not less than
       500,000 tons, forecast on a monthly basis for the succeeding
       year (herein referred to as the "Shipping Estimate"). Interstate
       may revise the Shipping Estimate as frequently as required, and
       shall promptly notify OJT of such revisions.

2.3    Minimum Tonnage
       Interstate agrees that during the Term hereof, it shall pay for
       the transshipment of no less than 500,000 tons annually of
       Interstate Coal (the "Minimum Annual Interstate Tonnage")
       through the Facility. Failure to transship all or any part of
       such Minimum Interstate Tonnage shall not under any
       circumstances relieve Interstate of the obligation to make the
       payments required by Article III hereof, which shall be computed
       and paid as if the Minimum Interstate Tonnage had been
       transshipped through the Facility, except for the 1996 fiscal
       year for which the Minimum Interstate Tonnage will be the coal
       actually transshipped from May 31, 1996 through December 31,
       1996, and the payment obligations of Interstate under Article
       III shall be absolute and unconditional and shall not be subject
       to any abatement, diminution, setoff, counterclaim, recoupment,
       agreement, defense, suspension, deferment, interruption, or
       other right which Interstate may have against OJT or any other
       person or entity for any reason whatsoever, including, without
       limitation, (a) any damage to, destruction, theft or loss of the
       Facility or any portion thereof,(b) any event of Force Majeure,
       (c) breach of any warranty of any seller or manufacturer of the
       Facility, or any component thereof, (d) the physical failure of
       the Facility, or any component thereof due to inadequacy,
       condemnation, confiscation or public requisition of the Facility
       or any portion thereof, (e) any claim as a result of business
       dealings between OJT and Interstate, (f) any circumstance which
       might give rise to a claim by Interstate of commercial
       frustration, or (g) any insolvency, bankruptcy, reorganization
       or similar proceedings by or against Interstate.

2.4    Responsibility for Interstate Coal
       Interstate is responsible for and owner of the Interstate Coal
       and shall be liable for any costs or charges due to its
       ownership thereof, including all taxes.

2.5    Consistent Delivery and Pickup
       Interstate shall be responsible for reasonably consistent
       deliveries and pickups. "Reasonably consistent" shall mean 75%
       to 125% of the annual Shipping Estimate as projected on a
       monthly basis.

2.6    Equipment
       a.   Rail equipment shall be rotary dump cars of a weight and
            size consistent with OJT's existing capabilities as of
            January 1, 1995.
       b.   Barge equipment shall be standard jumbo hopper barges with
            a nominal capacity of 1400 tons for rake barges and 1600
            tons for box barges and shall be seaworthy when brought to
            the OJT dock. OJT reserves the right to not load any barge
            that it deems to be unseaworthy at no cost to OJT for
            recycling the barge.
       c.   No train delivered to OJT shall have more than 117 cars and
            (3 engines and 1 caboose) or (4 engines).
       d.   OJT shall be indemnified by Interstate from any damage to
            transportation equipment or personnel in accordance with
            Section 4.2 hereof.


ARTICLE III

                      COMPENSATION: PAYMENT TERMS

3.1    Schedule of Payments (See attached Formula)
       a.   The fee will be $2.25 per transshipped ton plus Harbor and
            Fleeting Service (as described in Section 3.2), and
            escalation (as described in Section 3.6).
       b.   Interstate will pay OJT per the attached Formula, subject
            to the reconciliation as described in Section 3.4.
       c.   Transshipped tons are defined as: Tonnage received plus
            tonnage shipped, the sum of which is divided by two (2).

3.2    Harbor and Fleeting Service
       Interstate shall pay to OJT the cost for Harbor and Fleeting
       Service at OJT as contracted for and provided and invoiced to
       and by OJT, subject to the Harbor and Fleeting Service Contract
       attached.

3.3    Excess Storage
       Interstate shall pay to OJT $0.10/ton per month for any coal
       storage in excess of 150,000 tons. The tonnage shall be
       calculated on the highest tonnage in the month in which the
       tonnage is in excess of 150,000 tons.

3.4    Reconciliation and Verification
       At the end of each calendar year, OJT shall verify the actual
       transshipped tonnage and reimburse Interstate for over-payment
       or invoice Interstate for under-payment. The verification will
       be complete and submitted by December 31 of the current calendar
       year. Interstate, upon proper notification, may perform an audit
       of the reconciliation.

3.5    Third Party Contracts
       To the extent that Interstate enters into contracts with third
       parties that affect OJT's operations and/or costs to transship
       coal, the unit price for each transshipped ton will be adjusted
       accordingly.

3.6    Escalation
       a.   Escalation in the cost per ton shall be calculated in
            December of each year and will be based on the increase in
            the Producer Price Index (all commodities) from December,
            1994. The Producer Price Index (all commodities) in
            December 1994 was 121.9.
       b.   The index will be calculated annually in December and
            escalation will be based on the December, 1994 publication
            of the Producer Price Index (all commodities).
       c.   If the December publication is not available prior to
            invoicing, the adjustment will be made as soon as the
            publication is available and will be invoiced on the next
            billing.

3.7    Barge and Train Weights
       Interstate, or its agents, shall furnish to OJT, in writing, the
       weight of each train loaded and OJT shall furnish to Interstate,
       in writing, the weight of each barge loaded.

3.8    Train Storage
       If train storage is available and Interstate desires to use it,
       Interstate shall pay OJT $1.00 per day per car for car storage
       on OJT property.

3.9    Winter Storage
       Interstate shall pay OJT $0.01 per ton per day for coal left on
       the ground at OJT from the end of the shipping season to the
       beginning of the next shipping season. However, Interstate will
       not be obligated for payment of the winter storage charges
       beyond March 15th of any year if on or after March 15th force
       majeure conditions exist that prevent the loading of coal into
       barges.

3.10   Other Services
       Interstate shall pay OJT for other services requested by
       Interstate and agreed to by OJT at a rate equal to OJT's cost
       plus 10%.

3.11   Shipping Season
       The shipping season is nominally defined as March 15th through
       November 15th.

3.12   Remaining Coal
       Coal on the ground at the beginning of this Agreement (May 31,
       1996) will be invoiced at one-half (1/2) of the transloading
       rates as referred to in Section 3.1 (see Example 2). 


ARTICLE IV

                              INDEMNITIES

4.1    Indemnification by OJT
       OJT hereby agrees to indemnify Interstate, its directors,
       officers, employees and agents from and against any and all
       claims, damages, demands, expenses, liabilities and losses of
       every kind, character and nature (other than incidental, special
       or consequential damages) asserted by or on behalf of any
       person, firm, corporation or governmental authority arising out
       of or resulting from the acts or omissions of OJT in breach or
       violation of the provisions of this Agreement, or on account of
       the willful misconduct or gross negligence of OJT. OJT also
       covenants and agrees at no expense to Interstate to indemnify
       and save Interstate and such of its related persons harmless of,
       from, and against all costs and expenses (including reasonable
       counsel fees) incurred in investigating or defending against any
       such claims and demands, including those arising in any
       proceeding or action. In the event that any such claims or
       demands are asserted against Interstate or any of its related
       persons, Interstate shall give notice thereof to OJT within
       twenty (20) days thereafter, and OJT shall thereupon have the
       right and option to assume (and at the request of Interstate
       shall assume) the defense of any such claim or demands,
       including the right to compromise and settle the matter on such
       basis as it shall deem appropriate. Interstate and its counsel
       may, at the option of Interstate, participate in the defense,
       compromise and settlement of such claims or demands as to which
       OJT has assumed the defense, provided that Interstate shall bear
       the costs and expenses relating to such participation.
       Notwithstanding the foregoing, OJT shall not be required to
       indemnify and save Interstate and such of its related persons
       harmless with respect to any such claims, losses and the like
       otherwise described in this section 4.1 (i) arising out of any
       willful or negligent acts or omissions of Interstate or any of
       such of its related persons, (ii) to the extent that such claims
       or losses exceed the amount of the insurance proceeds available
       therefor from the insurance to be procured and maintained by
       OJT, as set forth in Section 7.1 hereof, or (iii) as to which
       Interstate is obligated to indemnify OJT pursuant to Section 4.2
       hereof.

4.2    Indemnification by Interstate
       Interstate, for and on behalf of itself and its insurers,
       successors and assigns, hereby covenants and agrees, at no
       expense to OJT or the other indemnified parties set forth below,
       to indemnify and save OJT, its joint venture participants, ORBA
       and JBC, and the respective officers, directors, employees and
       agents of any of them, of, from and against, any and all claims,
       damages, demands, expenses, liabilities and losses of every
       kind, character and nature (other than incidental, special or
       consequential damages) asserted by or on behalf of any person,
       firm, corporation or governmental authority arising out of, or
       resulting from any (i) acts or omissions by railroad, barge line
       or other transportation personnel or equipment, (ii) acts or
       omissions of Interstate in breach of its obligations hereunder,
       or (iii) the willful misconduct or gross negligence of
       Interstate. Interstate also covenants and agrees to indemnify
       and save OJT, and any other indemnified party set forth above,
       harmless of, from and against all costs and expenses (including
       reasonable counsel fees) incurred in investigating or defending
       against any such claims and demands, including those arising in
       any proceeding or action. In the event that any such claims or
       demands are made against OJT or any of such other persons, the
       persons claiming indemnity shall give notice thereof to
       Interstate within twenty (20) days thereafter, and Interstate
       shall thereupon have the right and option to assume (and at the
       request of the indemnified party shall assume) the defense of
       any such claims, demands, action or proceeding based upon or
       arising out of any such claim or demand. The obligations of
       Interstate to OJT hereunder shall not extend to any claims,
       damages, demands, expenses, liabilities or losses of any kind
       for which OJT is obligated to indemnify Interstate or its
       related persons pursuant to Section 4.1 hereof.

4.3    Application of Available Insurance: Waiver of Subrogation
       The obligations of the parties to provide the indemnification
       set forth above shall be reduced to the extent that (or, in the
       case of OJT limited to) proceeds received under any insurance
       policies to cover any loss, cost or expense of any indemnified
       party. Each party waives for itself and any insurer engaged by
       it, any rights of subrogation whatsoever.


ARTICLE V

                          TERM & TERMINATION

5.1    Term
       The term of this agreement shall be from May 31, 1996 to
       December 31, 1998, (the "Term").

5.2    Extended Term
       The Term may be extended for five (5) years, at a price mutually
       agreed upon, in writing, by Interstate and OJT. In any event,
       Interstate will notify OJT not less than twelve (12) months
       prior to the end of the Term of its intention to extend or not
       extend, as the case may be.

5.3    Termination
       This Agreement may not be terminated prior to December 31, 1998
       without the prior written approval of both parties.


ARTICLE VI

                               DEFAULTS

6.1    Events of Default
       Any one of the following occurrences shall be an "Event of
       Default" hereunder:
       (a)  Either party shall:
            (i)     Consent to the appointment of a receiver, trustee
                    or a liquidator of itself or of a substantial part
                    of its property, or admit in writing its inability
                    to pay its debts generally as they come due, or
                    shall make a general assignment for the benefit of
                    creditors; or
            (ii)    File a voluntary petition in bankruptcy or a
                    voluntary petition or an answer seeking reorgani-
                    zation in a proceeding under any bankruptcy laws
                    (as now or hereafter in effect) or an answer
                    admitting the material allegations of a petition
                    filed against it in any such proceeding or, by
                    voluntary petition, answer or consent, seek relief
                    under the provisions of any other now-existing or
                    future bankruptcy or other similar law (other than
                    a law which does not provide for or permit the
                    readjustment or alteration of its obligations
                    hereunder) providing for an agreement, composition,
                    extension or adjustment with its creditors; or
            (iii)   Suffer the entry of an order, judgment or decree in
                    any proceeding by any court of competent
                    jurisdiction appointing, without its consent, a
                    receiver, trustee or liquidator of such party or of
                    any substantial part of its property, which shall
                    remain in force undismissed, unstayed or unvacated
                    for a period of ninety (90) days after the date of
                    entry thereof; or
            (iv)    Permit a petition against it in a proceeding under
                    the Federal bankruptcy laws or other insolvency
                    laws to be filed and not withdrawn or dismissed
                    within sixty (60) days thereafter or, permit any
                    court of competent jurisdiction to assume
                    jurisdiction, custody or control of such party or
                    of any substantial part of its property, which
                    jurisdiction, custody or control shall remain in
                    force unrelinquished, unstayed or unterminated for
                    a period of sixty (60) days; or
       (b)  Interstate shall fail to make any payment required by
            Section 3.1 (a) on the date such payment shall become due;
            or
       (c)  Interstate shall fail to make any other payments required
            by Article III with in ten (10) days after the same shall
            become due; or
       (d)  Except as provided in Section 6.1 (e) and provided that
            such failure is not due to Force Majeure cause, either
            party is in default in the performance of any other
            material covenant, agreement or undertaking to be performed
            by it pursuant to this Agreement, and such default shall
            continue for a period of thirty (30) days after notice
            thereof from the other party (or, if such default is not
            susceptible of being cured within thirty (30) days, such
            longer period as shall be required to cure the same through
            diligent effort, so long as the defaulting party is in good
            faith exercising diligent efforts to cure the same); or
       (e)  OJT shall fail promptly to transship any Interstate Coal
            tendered pursuant and subject to the terms and provisions
            of this Agreement for transshipment, or shall fail to load
            out any Interstate Coal requested by Interstate from the
            Facility, provided that any such failure is not due to
            Force Majeure cause, or that any such failure is not cured
            by OJT within forty-five (45) days of notice of such
            failure by Interstate to OJT.

6.2    Remedies
       (a)  Upon the occurrence of an Event of Default on the part of
            Interstate, and so long as the same shall be continuing,
            OJT shall, at its option, be excused from performance of
            any of its obligations hereunder, and may, at its option,
            declare this Agreement to be in default, and at any time
            after such declaration, so long as Interstate shall not
            have remedied all such outstanding Events of Default, OJT
            may do any one or more of the following:
            (i)     terminate this Agreement;
            (ii)    exercise any other legal or equitable right or
                    remedy which may be available to it or proceed by
                    appropriate arbitration or court action to enforce
                    the terms hereof or to recover damages for the
                    breach hereof.
       (b)  Upon the occurrence of an Event of Default on the part of
            OJT, and so long as the same shall be continuing,
            Interstate may, at its option, declare this Agreement to be
            in default, and at any time thereafter, so long as OJT
            shall not have remedied all such outstanding Events of
            Default, Interstate may do any one or more of the
            following:
            (i)     with respect to defaults under Section 6.1 (a),
                    terminate this Agreement.
            (ii)    with respect to all defaults, including defaults
                    under Section 6.1 (e), exercise any legal right or
                    remedy which may be available to it (other than
                    termination of this Agreement or failure or refusal
                    to make the payments required hereunder or
                    otherwise to carry out its obligations hereunder)
                    or proceed by appropriate arbitration or court
                    action to enforce the terms hereof, or to recover
                    damages for the breach hereof; 
            (iii)   with respect to any defaults under Section 6.1 (e)
                    (but only after all applicable cure and grace
                    periods have expired), upon written notice to OJT
                    given after such cure and grace periods have
                    expired, terminate this Agreement effective as of a
                    date no earlier than three (3) months from the date
                    of such notice (which date of termination may be
                    extended by Interstate from time to time by written
                    notice to OJT).
       (c)  Except as otherwise expressly provided above, no remedy
            referred to in this Article is intended to be exclusive,
            but each shall be cumulative and in addition to any other
            remedy referred to above or otherwise available at law or
            in equity, including without limitation the right to
            enforce the terms hereof or to recover damages for breach
            of any terms hereof; and the exercise or beginning of
            exercise of any one or more of such remedies shall not
            preclude the simultaneous or later exercise of any or all
            such other remedies. No express or implied waiver of any
            Event of Default shall in any way be, or be construed to
            be, a waiver of any future or subsequent Event of Default.
       (d)  Notwithstanding any other provision of this Agreement,
            neither party shall be liable for any incidental, special
            or consequential damages arising out of or relating to this
            Agreement for any reason whatsoever.


ARTICLE VII

                               INSURANCE

7.1    OJT Coverages
       OJT shall furnish to Interstate certificates of insurance
       evidencing the following coverages:
       Worker's Compensation &               Statutory
            Employers Liability              $  100,000
       General Liability                     $  500,000 BI
                                             $  500,000 PD
       Umbrella Liability                    $1,000,000


ARTICLE VIII

                             FORCE MAJEURE

       As used herein, the term "Force Majeure" shall include an Act of
       God, strike, lock-out or other labor dispute, act of the public
       enemy, war declared or undeclared, riot, insurrection, civil
       commotion, lightning, fire, storm, flood, earthquake, insured or
       uninsured casualty, condemnation of all or any part of the
       Facility, embargo, inability to obtain or delay in obtaining
       governmental approvals, permits, licenses or allocations, fuel
       or power shortages and rationing, lack of available coal to
       ship, legal impediments to the transportation or storage of coal
       or the use or operation of the Facility, any inability or
       failure to the Facility to transship coal within its designed
       capacity because of faulty design, construction, manufacture,
       erection or materials, or otherwise, lack of available trains,
       hopper cars, river barges or tugs, equipment failures of any
       kind, and other like or similar occurrences, whether of the kind
       specifically enumerated above or otherwise, which like or
       similar occurrences are not reasonably within the control of the
       party claiming Force Majeure.


ARTICLE IX

                  RESOLUTION OF DISPUTES: ARBITRATION

       (a)  The parties hereto shall attempt in good faith to negotiate
            between themselves a settlement or resolution of any
            dispute which may arise under this Agreement. If no such
            settlement or resolution is reached within sixty (60) days
            after the existence of a dispute, such dispute shall be
            submitted to arbitration in the following manner: Either
            party hereto may request arbitration by delivery of written
            notice to the other party, and within fifteen (15) days
            after delivery of such notice each party shall appoint one
            arbitrator, and the two arbitrators so appointed shall
            appoint a third arbitrator. If either party shall fail to
            appoint an arbitrator, or if their respective arbitrators
            shall be unable to agree upon a third arbitrator, the
            arbitrator or arbitrators not so appointed shall be
            appointed by the American Arbitration Association
       (b)  All arbitrations hereunder shall be held in Chicago,
            Illinois, under the rules of the American Arbitration
            Association in effect at the time, although such
            proceedings need not be conducted under the auspices of the
            Association. The parties agree that there shall be no
            suspension of work nor of payment when any such arbitrable
            dispute arises, or while it is subject to arbitration.
       (c)  The award of any two of the arbitrators shall be final and
            binding upon the parties, and a decree or judgment on the
            award may be entered in any court having jurisdiction
            thereof.
       (d)  Notwithstanding the foregoing, all matters involving
            disputes as to financial or accounting matters shall be
            submitted to a panel of three accountants who are members
            of accounting firms of recognized national standing, and
            who shall be selected as provided above.


ARTICLE X
                    REPRESENTATIONS AND WARRANTIES

10.1   Interstate Representation
       Interstate hereby represents and warrants to OJT, which
       representations shall survive the execution and delivery of this
       Agreement, as follows:
       (a)  Interstate has full power and authority to enter into this
            Agreement and to perform its obligations hereunder. The
            execution and delivery of this Agreement, and the
            performance thereof, has been authorized by all corporate
            action required on the part of Interstate.
       (b)  The execution, delivery and performance of this Agreement
            on the part of Interstate has received whatever consents,
            approvals and other authorizations as may be required from
            any governmental authority pursuant to existing law, and
            Interstate has received opinions of counsel to such effect.
       (c)  The execution, delivery and performance of this Agreement
            on the part of Interstate will not conflict with any
            provision of any indenture, agreement or other instrument
            to which Interstate is a party or by which it or its
            properties are bound.

10.2   OJT Representations
       OJT hereby represents and warrants to Interstate, which
       representations and warranties shall survive the execution and
       delivery of this Agreement, as follows:
       (a)  OJT has full power and authority to enter into this
            agreement and to perform its obligations hereunder. The
            execution and delivery of this Agreement, and the
            performance thereof, has been authorized by all corporate
            and other action required on the part of OJT.


ARTICLE XI

                             MISCELLANEOUS

11.1   Delays
       Neither party hereto shall be liable for any delay or default
       with respect to performance of its obligations hereunder
       occasioned by any Force Majeure condition or occurrence, and the
       time for performance in any such instance shall be extended for
       a period equal to the delay caused by such condition or
       occurrence, provided that except as provided in Section 6.2
       (b)(iii) hereof, neither the occurrence of any Force Majeure
       condition nor any other event of any sort shall relieve
       Interstate of its obligations to pay when due the charges
       payable pursuant to Article III. Promptly after a party becomes
       aware of any Force Majeure condition, such party shall give
       written notice thereof, specifying the nature and probable
       duration of such condition and the resultant delay.

11.2   Notices
       All notices and instruction permitted to be given or required
       hereunder shall be deemed sufficiently given if delivered in
       person or mailed by Registered or Certified Mail, postage
       prepaid; or sent via facsimile, receipt acknowledged, as
       follows:
            (a)     If to OJT:
                    TO:  Orba-Johnson Transshipment Company
                         P. O. Box 788
                         Keokuk, IA 52632
                         Attention: General Manager
                         Facsimile: (319)524-6843

            (b)     If to Interstate:
                    TO:  Interstate Power Company
                         P. O. Box 769
                         Dubuque, IA 52004-0769
                         Attention: President
                         Facsimile: (319)557-2265

       Either party may change the address for sending of notices by
       giving notice in compliance herewith.

11.3   Entire Subject Matter
       This Agreement, together with the appendices, schedules and
       examples referred to herein, contains the entire agreement of
       the parties hereto with respect to the subject matter hereof and
       may not be altered or amended except by an instrument in writing
       executed by all of the parties hereto. This Agreement may be
       executed in one or more counterparts, each of which shall be
       deemed an original and which, together, shall constitute one and
       the same instrument.

11.4   Governing Law
       This Agreement shall be governed by and construed in accordance
       with the laws of the State of Iowa applicable to agreements made
       and to be performed in such state.

11.5   Binding Nature
       This Agreement shall be binding upon and subject to the
       provisions of Section 11.6, and shall inure to the benefit of
       Interstate and OJT and their respective successors, assigns,
       receivers and other representatives.

11.6   Assignment
       (a)  Neither party shall have the right to assign any of its
            rights, duties or obligations under this Agreement without
            the prior written consent of the other party, which consent
            shall not be unreasonably withheld. Either party may,
            however, upon thirty (30) days' prior written notice,
            assign this Agreement to any other firm or corporation
            controlling, controlled by or under common control with it,
            but such assignment shall not relieve the assignor from
            liability hereunder.  In no event shall this Section
            prohibit OJT's ability to sell or transfer all or a part of
            its interest in the Facility provided the purchaser or
            transferee agrees to assume OJT's obligations under this
            Agreement. 

11.7   Representatives of Parties
       (a)  Interstate hereby designates Ed Jertson as project manager
            with respect to the Facility. OJT shall be entitled to deal
            with such project manager as the duly authorized
            representative of Interstate with respect to all actions to
            be taken by Interstate. Interstate reserves the right to
            change the designation of the project manager from time to
            time upon advance written notice to OJT.
       (b)  OJT hereby designates Breen Turley as project manager with
            respect to the Facility. Interstate shall be entitled to
            deal with such project manager as the duly authorized
            representative of OJT with respect to all actions to be
            taken by OJT. OJT reserves the right to change the
            designation of project manager from time to time upon
            advance written notice to Interstate.

11.8   Article and Section Headings
       The use of Article and Section headings herein is merely for
       convenience of reference and shall not be construed to limit,
       broaden or affect the meaning of the provisions contained in
       each paragraph. The illegality or invalidity of any provisions
       of this Agreement shall not impair, affect or invalidate the
       other provisions of this Agreement.


IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by one of their duly authorized officers, effective as of the
date first above written.

Executed in the presence of:       INTERSTATE POWER COMPANY

/s/ J. C. McGowan                  By   /s/ Dale R. Sharp
Date:  12/18/95                         V.P. Power Production




                                   ORBA-JOHNSON TRANSSHIPMENT COMPANY
                                   By ORBA Transshipment Corporation
                                        of Iowa, a Partner

/s/ W. Breen Turley                By   /s/ Jeffry D. Love 
Date:  12/20/95                         V.P.



                                   By   Johnson Bros. Transshipment
                                        Corporation of Iowa, Partner

/s/ W. Breen Turley                By   /s/ Walter D. Johnson
Date:  12/20/95                         Pres.     




FORMULA 

Invoicing will be monthly beginning on January 1 and ending on
September 1.

The invoice amount will be the resultant of the Annual Shipping
Estimate Tonnage divided by 9 (months) times the effective rates per
ton as set out in Article III and shown in Example 1.

Adjustments for variations between actual and projected tonnage will be
resolved by December 31st of the current fiscal year.

OJT may request in writing an extension of the adjustment time not
later than December 1.  Interstate may not unreasonably delay or
withhold its approval.


EXAMPLE 1

ANNUAL SHIPPING ESTIMATE x 1.0125            550,000 Tons
TIMES                                                   X
1/2 MOISTURE FACTOR                                1.0125
TIMES                                                   X
BASE RATE                                              $2.25/Ton
TIMES                                                   X
ESCALATION
PRODUCER PRICE INDEX (all commodities)           125.5 
 (December, 1995)
DIVIDED BY                                         /
PRODUCER PRICE INDEX (all commodities)           121.9 
 (December, 1994)
EQUALS                                                  =
SUBTOTAL                                                    
$1,289,971.93
PLUS                                                    +
HARBOR SERVICE RATE                               $0.259/Ton
TIMES                                                   X
ANNUAL SHIPPING ESTIMATE                     550,000
TIMES                                                   X
1/2 MOISTURE FACTOR                                1.0125
EQUALS                                                  =   
SUBTOTAL                                                    $ 
144,230.63
TOTAL                                                       
$1,434,202.56
DIVIDED BY                                         /
9 MONTHS                                                9
EQUALS                                                  =
ACTUAL MONTHLY INVOICE                                 $  159,355.84
1.     55O,OOO is the projected tonnage for 1996.
2.     Harbor Service ($0.259) is the average cost as bid by the Harbor
       Service.
3.     The Producer Price Index (all commodities) was 121.9 in
       December, 1994, and projected Producer Price Index (all
       commodities) for December, 1995, is an estimate.


EXAMPLE 2

COAL AT OJT ON 5-31-96                        50,000 Tons
TIMES                                                   X
1/2 MOISTURE FACTOR                                1.0125
TIMES                                                   X
BASE RATE                                              $2.25/Ton
TIMES                                                   X
PRODUCER PRICE INDEX (all commodities)           125.5 
 (December, 1995)
DIVIDED BY                                         /
PRODUCER PRICE INDEX (all commodities)           121.9 
 (December, 1994)
EQUALS                                                  =
SUBTOTAL                                                    $ 
117,270.18
PLUS                                                    +
HARBOR SERVICE RATE                               $0.259/Ton
TIMES                                                   X
ANNUAL SHIPPING ESTIMATE                      50,000
TIMES                                                   X
1/2 MOISTURE FACTOR                                1.0125
EQUALS                                                  =   
HARBOR SERVICE CHARGES                                 $   13,111.88
SUBTOTAL                                                    $ 
130,382.06
DIVIDED BY                                         /
TWO                                                     2
ACTUAL CHARGES FOR REMAINING COAL                      $   65,191.03

1.     5O,OOO is an estimate.
2.     Harbor Service is the average cost as bid.
3.     The Producer Price Index (all commodities) of 124.0 is an
       estimate.